Amended Statement of Ownership: Solicitation (sc 14d9/a)
January 24 2017 - 6:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
ARIAD Pharmaceuticals, Inc.
(Name of Subject Company)
ARIAD
Pharmaceuticals, Inc.
(Name of Person Filing Statement)
Common Stock, $.001 par value per share
(Title of Class of Securities)
04033A100
(CUSIP Number
of Class of Securities)
Paris Panayiotopoulos
President and Chief Executive Officer
ARIAD Pharmaceuticals, Inc.
125 Binney Street
Cambridge, Massachusetts 02142
(617)
494-0400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
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Manmeet S. Soni
Executive Vice President, Chief Financial Officer
and Treasurer
ARIAD
Pharmaceuticals, Inc.
125 Binney Street
Cambridge, Massachusetts 02142
(617)
494-0400
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Scott A. Barshay
Jeffrey D. Marell
Brian
C. Lavin
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212)
373-3000
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Purpose of the Amendment.
This Amendment No. 1 (the
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
of ARIAD Pharmaceuticals, Inc. (the
Company
) filed with the Securities and Exchange Commission (the
SEC
) on January 19, 2017 (the
Schedule
14D-9
). The Schedule
14D-9
relates to the tender offer by Kiku Merger Co., Inc., a Delaware corporation (
Purchaser
) and an indirect wholly-owned
subsidiary of Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (
Takeda
or
Parent
), to purchase, subject to certain conditions, including the satisfaction of the Minimum
Tender Condition (as defined in the Schedule
14D-9),
any and all of the outstanding shares (
Shares
) of common stock, par value $0.001 per share (
Common Stock
) of the
Company at a purchase price of $24.00 per Share in cash, net of applicable withholding taxes and without interest (the
Offer Price
) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
January 19, 2017 (as it may be amended or supplemented from time to time, the
Offer to Purchase
) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the
Letter of
Transmittal
and together with the Offer to Purchase, the
Offer
). Purchaser and Takeda filed a Tender Offer Statement on Schedule TO (containing the Offer to Purchase, the Letter of transmittal and other documents
relating to the tender offer) with the SEC on January 19, 2017.
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
Item 9.
Exhibits
.
Item 9 of the Schedule
14D-9
is hereby amended and supplemented by adding the
following thereto:
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(a)(13)
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Frequently Asked Questions for use by Employees of ARIAD Pharmaceuticals, Inc., dated January 23, 2017 (filed herewith)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule
14D-9
is true, complete and correct.
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ARIAD PHARMACEUTICALS, INC.
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By:
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/s/ Manmeet S. Soni
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Name:
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Manmeet S. Soni
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Title:
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Chief Financial Officer
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Dated: January 23, 2017
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